A Spell on Ben
by Skolian22
Summary: When Gwen's magical abilities go haywire, a whole new adventure will start for Ben! LEMON WARNING! DON'T LIKE IT, DON'T READ!
1. Chapter 1

A Spell on Ben

Chapter 1

"Cousins do it best!"

A/N: Here's my rebooted Ben 10 Harem Fanfiction, which I used to write on another profile. Enjoy!

The eleven-year old Ben Tennyson entered the Rustbucket after wandering around in the forest for what seemed like forever. Grandpa Max was out somewhere chopping firewood and Gwen was in the back of the Rustbucket doing who knows what. "You'd think having some time alone would be more fun than this." Ben muttered in a disappointed tone. What could he possibly do to make the time pass by? Ben looked around the RV, seeing nothing that would fill his boredom. "Ugh, well, I guess I could always take a shower. It's been like a week." Ben chuckled to himself. He headed towards the small bathroom and closed himself in. Ben stripped himself of his clothes and entered the small shower.

He let the water wash over him, enjoying the sensation of the warm water running down his naked form. He even used soap this time and before he knew it, he was done. After Ben got out of the shower, a horrible realization came upon him. He'd forgotten a towel! And he couldn't just put his old clothes back on to cover up temporarily, they were his only set! Ben groaned. The towels were towards the front of the RV's cabin. He'd have to make a quick dash for it, not that anyone would be paying attention. Ben stood before the small door, mentally preparing himself for the task.

Gwen was in the back of the Rustbucket with the curtains drawn. She sat on her bunk nude from the waist down, her young pussy out in broad daylight. The young redhead rubbed her pussy slowly in circular motions. In her mind, her cousin, the goofy Ben Tennyson, was the one doing the rubbing. "Oh Ben…that feels so good." She murmured. Unbeknownst to her, the sensual energy she felt formed a magical aura around her. This aura grew in power as she continued, the lust and need for her cousin acting as fuel for her magic. Gwen arched her back as her self-treatment increased in pace and ferocity. The magic aura suddenly pulsed outwards and away, covering the entire cosmos in a matter of minutes, this too, she was unaware of. Gwen's eyes shot open, she sensed an opportune moment. She stopped to listen. She could hear Ben moving on just the other side of the curtain.

The idea seemed so crazy now that the opportunity was there, but she steeled her nerves and decided to go for it. Gwen stood up, still half naked, and slowly drew the curtain back to sneak a peek. Her eyes widened, Ben's wet, naked body was sneaking across the RV's cabin. She felt the area between her thighs grow hot. _Alright Gwen, just do it! _She commanded herself. Gwen nodded, drawing the curtain back completely. "Nice butt." Gwen said smugly.

Ben jumped in alarm and turned towards Gwen, covering his crotch with his hands. "Gwen! I can explain!" And then he realized, that she too, was naked. He made a quick move to look away. But his young cock had other ideas in mind, he could already feel it struggle to come out from under his hands.

"You don't have to explain anything to me, Ben." Gwen said, striding over slowly. "In fact, I'm hoping we can skip talking."

Ben was confused. Skip to what exactly?

Gwen stopped right in front of him and gently moved his hands away, a magical aura covered them both. His cock sprung free, five inches hard. "Not bad." Gwen blushed. She couldn't believe it, Ben's cock was right there in front of her and it was all his. "Mind if I touch it?"

Ben wanted to protest, but at the moment, he couldn't help but admire Gwen's beauty, her nice legs and her young pussy in plain sight. "Ermmm, go ahead." He said, almost drunkenly. Gwen knelt down in front of her cousin, taking the shaft in her hand. Ben shuddered at her touch. Both cousins blushed at the intimacy. She began stroking his cock slowly, making sure to stroke his full length. Gwen then decided to go one step further, and put her mouth around the tip of his cock. Her tongue licked the head hesitantly. Ben moaned due to the new pleasure.

"Oh Gwen…" Ben moaned. "That feels good."

Gwen took that as encouragement and engulfed more of his cock into her small mouth. Her head began to bob up and down his shaft, soliciting more moans from the young hero. Ben placed his hand gently on the back of her head, encouraging her to speed up. This she did gladly. Gwen quickened her pace, taking in the full length with each bob. She knew he'd be close to releasing his cum, but she wasn't going to give him that pleasure just yet. Gwen quickly removed her mouth, looking up at Ben triumphantly. Ben groaned, he wanted more.

"Sorry cousin, but if you want any more from me, you're going to have to give me some pleasure." Gwen said boldly as she sat up on the table, spreading her legs slightly.

Ben got the idea, though he didn't like being told what to do too much. Ben kneeled in front of the table, Gwen's hole right in front of him. He grabbed both of her legs for leverage before shoving his face into her snatch. His tongue flicked around inside of her, causing her to moan loudly in pleasure. "That's what I'm talking about!" Gwen cried out. "Oh Ben!" She pushed his head in further, consumed by a sex-hungry aura. Ben's tongue swirled and flicked around inside of the young girl's virgin hole wildly, he couldn't believe he was doing this with his own cousin, especially Gwen! But those thoughts seemed to be clouded by ones of lust, ones ravaging the young girl with everything he had. Gwen shuddered as the fleshy appendage delved curiously into her pussy.

Ben began rubbing her clit with one hand while still flicking his tongue inside of her. His hand moved in a clockwise rotation, gradually picking up speed. Gwen let out a groan of pure lust as the two continued their foreplay. Gwen couldn't take it any longer, she needed him now! She signaled for Ben to stand. "Ben, please, I can't wait any longer." Gwen spread her legs as far as she could, scooting to the edge of the table. Ben got the idea, standing up as his cousin laid back. He grabbed his cock and lined it with her pussy. With a quick thrust, Ben hilted his cock inside of her.

Gwen cried out as her barrier was broken through and Ben filled her up. "Are you okay?" Ben asked her. He knew this would happen, but he wanted to make sure.

"Yeah…you can keep going now." Gwen said with a sense of bliss in her voice. Ben nodded as he began thrusting into her slowly, his cock slipping in and out of her young pussy. Her pussy was tight around his cock, causing both of them to groan from the sensation. The two both let out continuous moans of pure lust as Ben repeatedly pounded into her. The sensation was too much for them.

"Ben…I can't hold on any longer…!" Gwen cried out and shuddered wildly as her orgasm took her over. Ben felt the sudden clamping of her pussy on his cock and the shudder that followed, stimulating him even more. Ben felt his cock twitch inside of her and release his cum into the young girl's snatch. Ben leaned against her as the two caught their breath.

A short while later…

Grandpa walked into the RV, a bundle of firewood just outside the door. "Hey kiddos, did I miss anything?"

Ben was playing a video game with his feet on the table. Gwen was reading her spell book. "No not really." They said in unison.

"Alright then, I'm going to start a fire and start cooking dinner." Grandpa said, walking back out.

As he left, both cousins shared a knowing smile before returning to their activities.

A/N: That's just a small sample chapter to get the ball rolling. I'm going to spend a few chapters with 11-year old Ben and then progress to present day for even more fun. Make sure to request who you'd like to see paired with Ben next!


	2. Chapter 2

A Spell on Ben

Chapter 2

"The Native's Way"

Ben and Gwen sat towards the back of the Rustbucket together as Max drove through the desert. Gwen subtly her cousin's crotch as he tried to focus on a video game. It wasn't too long before it drove the young hero absolutely nuts.

"Gwen as much as I want to, do you really have to do that NOW?" Ben whispered.

"What's the matter, doofus?" Gwen giggled.

"Well if Grandpa catches us, we're both dead!" Ben replied, for once making sense.

Gwen sighed, ceasing her treatment on the youth's crotch. "Where are we going anyways, Grandpa?" Gwen asked the retired Plumber.

"My old Plumber Buddy, Wes, called me out here to take a look at something." Max explained. "He said something's been out of whack for a few weeks and he hasn't been able to handle it on his own."

Ben perked up when he heard the familiar name. "Wes? Isn't that Kai's grandpa?" Ben said, sounding a bit too excited.

Gwen scoffed. "Yeah, the girl who wanted to train you like a dog!" She reminded her cousin.

"That was like a year ago!" Ben countered.

"You think it's any different now?" Gwen raised an eyebrow. _Plus, Kai can't do this._ Gwen added telepathically as a wave of invisible energy grazed over Ben's clothed crotch, sending waves of pleasure through him.

"G-Gwen!" Ben tried to whisper.

Gwen only smiled in return. As the familiar reservation came into sight, the Rustbucket slowed down before coming to a stop. "Come on, the Greens are waiting for us." Max invited as he stepped out. His grandchildren followed him to greet their old friends.

Wes and Kai were standing just outside the village, as if they'd been waiting for a while. Wes was the first to speak up. "Max! It's good to see you!" The two veterans gripped hands and pulled each other into an old friend's hug. They released each other and Wes turned his attention to the Tennyson children. "Ben, Gwen, it's good to see you! You've grown much this last year!"

"Uh, nice to see you too, ." Gwen replied.

Ben was too busy goggling at Kai, who seemed oblivious to the obvious display of want. "Hey guys, it's been awhile." Kai said, attempting to break the ice. The last year had been good to her. Like Gwen, she was developing a young woman's body. Her shirt had a barely noticeable bulge in the chest. Ben had no trouble noticing, typical of any young boy. Gwen tried to contain a gasp as she noticed an odd magical cable connect Ben and Kai for a brief few seconds before fading. No one else seemed to notice. Gwen wasn't quite sure what it was, but it could only be trouble for her.

"So Wes, what is it you wanted to bring us out here for?" Max asked.

"Right." Wes took out several photos. In them, a strange, humanoid creature stood atop a cliff, shrouded in shadow. If Ben had to guess, the creature was probably somewhere around seven feet tall. Fur jutted out of its shoulders, making it look bigger than it probably was, in reality. It had glowing red eyes and bat-like ears. It had bulging muscles and could probably take on Four Arms easily in a fair fight.

"What is it?" Ben asked.

Wes sighed. "What you see here is something from Native American Legend." He began. "My people call it a Skinwalker."

"A skin-whatter?" Ben said, astonished.

"SkinWALKER." Gwen clarified. "They're shapeshifers, right ?"

"Very good, Gwen." Wes nodded. "Even without its shapeshifting powers, the Skinwalker is incredibly powerful. Hundreds of years ago, my people feared such creatures. They were on a similar level with our own gods."

Ben punched his fist into his hand. "Sounds like you could use a hero." He said cockily.

Wes chuckled. "You certainly got the spunk."

"Don't worry Ben, if what I brought along works, we won't even need you." Max said.

"AWWWWWWWW!" Ben groaned. "But Grandpa!"

"Now Ben, not EVERYTHING has to be solved with the Omnitrix." Max stated.

Ben crossed his arms, grumbling.

"Don't worry son, you'll still get to come along, just like when we dealt with the Yenal-err, I mean the Loboan." Wes said.

"Wait, what!?" Kai cried out. "Grandpa, you can't STILL be on that stupid Navajo men-hunt only tradition!"

"I'm sorry Kai, but unlike last time, we're dealing with a REAL Navajo legend, and it's too dangerous." Wes said.

"You and Gwen can make nice while we're gone." Max suggested.

Both girls sighed in unison before giving each other a less-than-pleased look. With that, Wes, Max, and Ben headed off towards the last location the Skinwalker was seen.

The trio had been walking long into the night, with little sign of the Skinwalker. Wes and Max pressed on, with Ben chugging along slowly. The two Plumbers were both dressed in basic Plumber uniform with several different weapons Ben had never seen before. Ben was just about to complain when he heard an unbearable shriek ring out along the canyon. All three held their hands to their ears as they tried to block out the incredibly irritating sound. Ben was the first to recover, looking up to see the strange Navajo creature standing on a cliff above them. Upon sight, it shrieked, this time directly at Ben, before jumping down towards the eleven-year old. Wes recovered next, taking a rifle-like weapon off of his back, taking aim, and firing at the Skinwalker.

The creature faded out of sight, dodging the attack, before reappearing right in front of Ben. It towered over the youth, and for a fraction of a second, Ben was truly terrified. Then he remembered, he had the Omnitrix. "Oh dude, you have no idea what you got yourself into!" Ben activated the Omnitrix, selected Four Arms, then slammed his palm down on the core. A flash of green light wrapped itself around Ben, shifting him into the alien form of….Blitzwolfer.

"The werewolf….awwww man, I wanted Four Arms!" Blitzwolfer exclaimed at the Omnitrix.

The Skinwalker didn't hesitate to backhand Blitzwolfer, causing him to collide with Wes and Max. They fell with an "oomph!" and groaned under Blitzwolfer's weight. The Loboan picked himself up, shook his head, and then split his jaw. Blitzwolfer let out his mighty howl in the form of a green shockwave towards the Skinwalker. The Skinwalker crossed its arms in attempt to block the attack. It skidded back across the rocks a few feet, but seemed unharmed.

"Oh that's so unfair." Blitzwolfer sighed.

It was then the creature began to take a more definite shape. Before it had been hard to make out its appearance, but now it appeared to be a Bigfoot-like creature, except skinnier. Its hands and feet donned wicked claws that had to be at least four or five inches long. A wolf-like snout extended from its face, complete with long, sharp fangs. Leathery wings sprouted of its back and were ten feet long, each. The Skinwalker had to be seven or eight feet tall.

"And it just doesn't get any better, does it?" Blitzwolfer groaned.

He charged towards the Skinwalker, preparing to let out another sonic howl. Then the creature did something Blitzwolfer didn't expect. It split its snout in the same way Blitzwolfer did, and released a red shockwave. Blitzwolfer was sent flying into the canyon wall. He fell to the floor as rubble crumbled on top of him. A green flash emerged from the rubble and then faded, followed by a dazed Ben pulling himself out.

Wes and Max both stood up, each equipped with a rifle. They aimed to where the Skinwalker had been, but it had disappeared. Max cursed, but turned his attention to Ben.

"Ben, are you okay?" Max ran over to his grandson, helping him out of the rubble.

"Ugh, did anyone get the license number off that thing?" Ben said groggily.

Max smiled. If Ben was joking, he was probably okay. "Wes, I know you said this thing was considered a god, but I didn't realize it could take on a Loboan that easily."

Wes crossed his arms. "The Skinwalker is evolving. With each encounter, it seems to grow stronger and smarter." Wes shook his head. "I didn't think it'd be able to outclass one of Ben's aliens though, especially an alien like the Yenal-I mean, Blitzwolfer."

"Let's get back to the village and rest up." Max suggested. "We need to come up with a new strategy."

"Don't worry Grandpa," Ben said, recovering from his grogginess. "Next time, that thing won't know what hit it."

"Good to see you're in high spirits, Ben." Max nodded.

The three headed back to the village, defeated. When they got to Wes' house, Gwen and Kai immediately rushed to their side. All three of them looked and felt pretty bashed up. Gwen immediately took out her spell book, searching for a healing spell. Meanwhile, Kai had her own ideas for physical therapy. Kai snuck Ben off to her room, locking the door behind them.

"Kai? What's going on?" Ben asked. Though he felt the familiar workings of Gwen's spell working through his system.

"I wanna help make you feel better, Ben." Kai said soothingly. "Plus I think I have some mistakes to make up for." Kai pushed Ben down onto her bed while she reached for the hem of her beige polo. She lifted the shirt up and over her head, revealing her budding breasts.

Ben already felt the bulge growing in his pants. Kai smirked as she saw his pants grow tighter. The pre-teen knelt in front of Ben, grasping at the hem of his cargo pants. She shimmied them down and threw them to the side, along with his boxers. His five-inch cock sprung from its confines in front of Kai, who looked up at Ben mischeviously. She grabbed the base of his member and began stroking it while taking tentative licks of the tip. Ben tried his best to stay quiet but couldn't help but moan a bit loudly.

Meanwhile, Gwen heard the sound of Ben's moaning and smirked. Normally, she'd be completely against Kai going anywhere near Ben, but the sexual energy of her own spell tided her over. Instead, while trying to sooth Wes' and Max's injuries, she sent off a silencing spell towards Kai's room. "I'll just get my turn next time." She said quietly to herself.

Ben continued to moan as Kai began engulfing his cock in her mouth, bobbing her head up and down. He stroked her hair with one hand while he kept himself sitting up with the other. Kai made loud slurping noises as she bobbed her head on his cock. Ben could feel her tongue licking the length of his cock inside of her mouth. What really drove Ben over the edge was when Kai wrapped her mouth around one of his balls, sucking it into her mouth and licking it. Ben couldn't hold it anymore. He felt his cum shoot out and drip down his length. Kai licked his shaft, gathering up all of Ben's savory juices.

"Damn Kai, you're good." Ben sighed in relief.

"It's not over yet." Kai smirked, as she reached for her khaki shorts.

Right as she reached for the button, a huge explosion rocked the house.

"Grandpa!" Both pre-teens said in unison.

They hurried to get redressed and rushed out to where the explosion came from. Ben and Kai found Wes, Max, and Gwen outside staring down the Skinwalker. It seemed to have gotten bigger since they last saw it, and all the more powerful.

Ben jumped between his friends and the creature. "Alright, it's hero time!" Ben exclaimed as she slammed down the Omnitrix.


	3. Chapter 3

A Spell on Ben

Chapter 3

"Showdown in the Navajo Village"

"Alright, it's hero time!" Ben exclaimed as she slammed down the Omnitrix.

Upchuck emerged from the green flash of the Omnitrix. "Alright, not bad." Upchuck grinned, turning his attention back to the Skinwalker. "Okay buddy, let's rumble!"

Upchuck lashed out with his tongues, picking up several objects off the street and swallowing them all whole. His stomach gave off a dim green glow. He fired an energy blast from his mouth, straight at the Skinwalker. The creature was hit head on by the attack, cloaked in smoke from the explosion.

"Alright Ben!" Max cheered.

Upchuck gave his grandfather a thumbs up. His eyes widened as he saw movement coming from the smoke. Suddenly, the smoke disappeared with a mighty beat of the Skinwalker's leathery wings. It was completely unharmed.

"Oh so you want some more, buddy?" Upchuck challenged, firing three more blasts from his mouth.

The Skinwalker seemed to fade in and out of sight, dodging all three attacks, before it suddenly appeared in front of Upchuck. The creature kicked the small alien in his side, sending him flying into one of the houses. Upchuck pulled himself out of the rubble, groaning.

"I'm gonna feel that one tomorrow…" Upchuck groaned. He started eating the rubble until his stomach had a bright green glow to it. "Take this!" Upchuck fired off several blasts, all coming from different angles towards the creature.

A few of the blasts hit their mark, but they only seemed to annoy the creature. The Skinwalker faded again, dodging the rest of the attacks. It grabbed Upchuck from behind, holding him by his head.

"Hey! Put me down!" Upchuck struggled in the creature's grip.

"Put down my grandson!" Max growled, rushing the creature.

The Skinwalker almost seemed to scoff before backhanding Max away, sending him skidding across the dirt ground.

"Grandpa!" Gwen cried out.

She began chanting a spell, gathering up energy to hurl at the Skinwalker. She fired a beam of pink energy, which collided with the Skinwalker head on, causing it to drop Upchuck. The creature crashed through several houses before recovering. It roared in anger, and then several tongues appeared from its snout. Just like Upchuck, it gathered up rubble to swallow. Its stomach gave off a dull red glow, as it fired several blasts from its mouth. Gwen cried out, but managed to put up a shield around her. The blasts exploded against her shield, causing it to flicker weakly.

"Gwen!" Upchuck cried. He still had some energy left over, and he planned to use it. Upchuck fired off a much larger blast at the unsuspecting Skinwalker. The creature was hit head on. As the smoke cleared, it actually looked like it was hurt.

The creature glared at Upchuck and Gwen with a look of malice. It growled at them, before backing away and fading from view. The Omnitrix began signaling its time out, and soon, Ben was back in human form.

Ben and Gwen both ran over to Max, who was just now sitting up.

"Grandpa, are you okay?" Ben asked, concerned for his grandfather.

"Yes Ben, I'm okay." Max nodded. "Just a little banged up is all."

Gwen gave Grandpa a tight hug before helping him up.

"That was impressive, Ben." Wes said. "You and Gwen actually managed to scare off the Skinwalker. You both have my thanks."

"It was nothing." Ben said cockily.

Gwen elbowed him in the side. "We were happy to help, Mr. Green." Gwen smiled.

"Why don't you all rest up at my place for the night?" Wes offered.

"Much appreciated." Max smiled. They all headed back to Wes' home, banged up but alive.

Max and Wes sat in the living room, watching football and discussing Plumber business. Gwen had already sensed the inner workings of her spell doing its magic. The three pre-teens had already snuck off to Kai's room. The two girls pushed Ben off the bed and began taking off his pants. They threw his pants and boxers to the side, leaving his hardening cock in plain sight. Both girls pulled their shirts off, revealing their developing breasts. Then Kai did something unexpected. She pulled Gwen towards her and pressed her mouth to the redhead's.

"Holy crap!" Ben exclaimed as he watched his cousin and childhood crush swap spit.

The two girls wrestled their tongues in each other's mouths in front of their shared lover. Gwen moaned into the kiss as Kai massaged her tender breasts with her hands. Kai smiled as she elicited moans from Gwen. After a couple of minutes, the two girls broke the kiss, turning their attention back to Ben.

"You think he's ready?" Kai asked.

"Totally." Gwen smirked.

As Kai knelt in front of Ben, taking his cock in her mouth, Gwen removed her pants and panties. Gwen pushed Ben onto his back and hovered her youthful pussy over Ben's face. Ben got the message, pulling Gwen's hips towards him so that her pussy was in reach of his mouth. Gwen groaned loudly as she felt Ben's tongue invade her snatch. She could barely focus enough to put a silencing spell on the room due to the pleasure she felt. Ben massaged her clit with his mouth, focusing all of his effort on the one spot. Kai was busy fondling his balls while bobbing her head up and down his fully-erect shaft. Ben moaned into Gwen's clit, which drove the redhead even crazier. The sexual energy between the three was growing, and soon none of them would be able to control it anymore. Ben couldn't help but buck slightly into Kai's mouth. The pleasure she was giving his cock was almost too much for the hero, but he did his best to control himself.

Ben felt Kai's moist mouth leave his cock, much to his disappointment. Suddenly he felt the entrance to her pussy press lightly against the tip of his tool. With a swift motion, Kai dropped down on him, breaching her hymen and taking her virginity. Ben and Kai moaned in unison. The vibrations from Ben's moans reverberated through Gwen's pussy, causing her to moan as well. Kai slowly shifted herself around Ben's cock, adjusting to the full feeling she felt with him inside of her. Then slowly, she began to bounce up and down on his cock, riding Ben like a mustang. Kai cried out in pleasure as Ben's cock stimulated her in ways she hadn't felt before. "Oh Ben…!" Kai moaned. Taking advantage of Kai's open mouth, Gwen locked lips with the Navajo girl, swapping spit as they were both pleasured by Ben.

Ben thrusted his cock in unison with Kai's riding. All three pre-teens were in pure ecstasy. Ben felt a familiar sensation in his cock as he neared climax. He felt his cum surge into the young Navajo's pussy. Kai moaned loudly as her climax was triggered, her pussy tightened as her whole body shuddered in pleasure. Kai removed herself from Ben, as did Gwen. The young redhead was already getting into position. She got on all fours on the bed, wiggling her rear teasingly for Ben. "Come get it hero boy." She said seductively.

Ben eagerly obliged. He got on his knees behind Gwen. He guided his cock towards her wet pussy and thrusted in hard. Gwen groaned in pleasure as Ben filled her. He gripped her supple ass cheeks as he thrust into her again and again. Gwen cried out repeatedly, pleading for more and more. Ben smacked her ass hard, enough to leave a red mark. It only turned Gwen on more. She slammed into Ben as he thrust into her, craving his cock deep inside of her. Kai sat in front of Gwen, rubbing her own pussy. She watched the two go at it like horny kids.

Gwen finally took note of Kai masturbating in front of her, and got a naughty idea. Immediately the redhead buried her face in the raven-haired girl's snatch. Immediately she put her tongue to work, licking Kai's clit in enticing rotations. Kai moaned out loudly as Gwen maintained a steady pace with her treatment on the other girl. Meanwhile, Ben was still pumping his cock into his cousin's wet pussy. Ben wasn't sure if he'd be able to hold out for much longer. Two girls at once was a whole new experience for him.

Kai put her hand on Gwen's head, pushing her as close to her pussy as physically possible. Gwen moaned into Kai's pussy, only increasing the stimulation. They all cried out in unison as they climaxed simultaneously, thanks to the effects of Gwen's spell. Gwen lapped up Kai's juices as Ben's cock filled Gwen's pussy with his seed.

The three pre-teens separated themselves from each other, laying down on the bed to recover from the experience they just endured. Kai simply gave Ben a sexy smile.

Ben knew this adventure was only going to get better and better.


End file.
